Cannabis Wheaton Announces Closing of $115 Million Bought Deal Financing and Exercise in Full of Underwriters’ Over-Allotment Option

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VANCOUVER, B.C., May 31, 2018 (GLOBE NEWSWIRE) -- Cannabis Wheaton Income Corp. (TSX.V:CBW) (“Cannabis Wheaton” or the "Company") is pleased to announce the closing of its previously announced bought deal public offering of 82,225,000 units of the Company ("Units"), which includes the full exercise of the over-allotment option granted to the underwriters, at a price of C$1.40 per Unit for gross proceeds of $115,115,000 (the “Offering”). The syndicate of underwriters for the Offering was led by BMO Capital Markets, together with AltaCorp Capital Inc., Mackie Research Capital Corporation and INFOR Financial Inc.

Each Unit consists of one common share (“Common Share”) of Cannabis Wheaton and one-half of one common share purchase warrant (each whole common share purchase warrant a “Warrant”) of Cannabis Wheaton. Inclusive of the exercise of the over-allotment option, 41,112,500 Warrants were issued under the Offering. Each Warrant will entitle the holder thereof to purchase one Common Share of the Company at a price of C$1.85 per Common Share, for a period of 24 months following the closing date.

The Company plans to use the net proceeds from the Offering for capital expenditures relating to domestic and international operations and capacity expansion, for potential new investment opportunities and for general working capital purposes.

The Offering was completed by way of a prospectus supplement and an accompanying short form base shelf prospectus of the Company, in all of the provinces in Canada, except Quebec.

About Cannabis Wheaton (TSX.V: CBW)

Cannabis Wheaton is a collective of entrepreneurs with a passion for the cannabis industry past, present and future. Our mandate is to facilitate growth for our partners by providing them with financial support and sharing our collective industry experience. Our partners all have different visions, voices and brand values, and all share a common goal—to build a world-class industry based on ethics, diversity, quality and innovation.

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or information that certain events or conditions "may" or "will" occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: the intended use of net proceeds of the Offering, the Company’s ability to successfully expand domestic and international operations and obtain new investment opportunities. There can be no assurance that the Company will realize the anticipated benefits from the use of proceeds from the Offering. In addition, the intended use of the proceeds of the Offering may change if the Company elects to allocate proceeds differently from that described in this press release.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: streaming partners will be able to generate cash flow; general economic, financial market, regulatory and political conditions in which the Company operates will remain the same; the Company will be able to compete in the industry; the Company will be able to manage anticipated and unanticipated costs; the Company will be able to enter into additional streaming agreements; the Company will be able to maintain internal controls over financial reporting and disclosure, controls and procedures; streaming partners will be able to meet the requirements necessary to obtain and / or maintain their status as licensed entities; and streaming partners will be able to successfully complete initial construction and / or expansion construction of their respective facilities pursuant to the terms and conditions of their respective streaming agreements. Additional risk factors are disclosed in the revised annual information form of the Company for the financial year ended December 31, 2017 dated May 24, 2018.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. In addition, this release may contain forward-looking information attributed to third party industry sources, the accuracy of which has not been verified by the Company. The purpose of forward-looking information is to provide the reader with a description of management's expectations, and such forward-looking information may not be appropriate for any other purpose. Readers should not place undue reliance on forward-looking information contained in this release.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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